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<br />of Customer under the Agreement have been approved by Customer in accordance with applicable general laws
<br />and, as applicable, Customer’s charter, ordinances, purchasing policies, and other governing documents, and
<br />executed by the appropriate Customer employees, officials, and/or representatives, and funding for Customer’s
<br />performance of its obligations under the Agreement has been duly budgeted and appropriated by Customer.
<br />
<br />12. Standard Warranty. All applicable Manufacturer warranties are contained in the Product Warranties. Any
<br />additional warranties must be expressly approved in a writing signed by GSFA, and Customer acknowledges and
<br />agrees that Manufacturer will not be liable for any such additional warranties.
<br />
<br />a. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THE AGREEMENT, GSFA, ITS AFFILIATES, AND THEIR
<br />RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, DO NOT MAKE
<br />ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT (WHETHER RELATING TO THE CONDITION
<br />OR QUALITY OF THE PRODUCT, OR OTHERWISE) PROVIDED HEREUNDER OR OTHERWISE REGARDING THE
<br />AGREEMENT (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY APPLICABLE DEALER PREPARATION),
<br />WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY
<br />IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, THE
<br />IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES
<br />ARISING FROM COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.
<br />STATEMENTS MADE BY SALES CONSULTANTS OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES.
<br />
<br /> b. Exclusions of Incidental and Consequential Damages. In no event shall GSFA be liable for consequential,
<br />incidental, or punitive damages incurred by Customer in connection with any matter arising out of or relating to the
<br />Agreement, or the breach thereof, even if GSFA has been advised of the possibility of such damages, and regardless
<br />of whether such damages arise out of breach of warranty, the Agreement, indemnity, whether resulting from non-
<br />delivery or from GSFA’s own negligence, or otherwise, except and solely to the extent such damages arise from the
<br />gross negligence or willful misconduct of GSFA.
<br />
<br />13. Default. The occurrence of one or more of the following events (each, an “Event of Default”) shall constitute a
<br />default under the Agreement: (a) Customer’s failure to pay any amounts due or to perform any of its obligations
<br />under the Agreement; (b) GSFA’s failure to perform any of its obligations under the Agreement; (c) either Party
<br />becoming insolvent or becoming subject to bankruptcy or insolvency proceedings; (d) any representation made by
<br />either Party under the Agreement which is false in any material respect; (e) any action by Customer to dissolve,
<br />merge, consolidate or transfer a substantial portion of its property to another entity during the term of the
<br />Agreement; (f) any other material breach of the terms of the Agreement by a Party; or (g) a default or breach by
<br />Customer under any other agreement with GSFA or its affiliates.
<br />
<br />14. Indemnification of GSFA. Customer shall indemnify, defend, and hold harmless GSFA, its agents, servants,
<br />successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including
<br />attorneys’ fees and other legal expenses, of whatever nature (“Damages”), to the extent Damages arise out of or in
<br />connection with: (i) Customer’s breach of the Agreement, or (ii) Customer’s use, storage, or operation of the Product
<br />following delivery, regardless of where, how, and by whom operated (excluding any negligent operation by GSFA).
<br />The indemnification and assumptions of liability and obligation herein provided shall continue in full force and effect
<br />notwithstanding the termination of the Agreement, whether by expiration of time, by operation of law or otherwise.
<br />This provision is not intended to and shall not constitute the exclusive remedy of the Parties under the Agreement;
<br />the Parties may seek indemnity from one another under other legal principles, whether based in equity or law, so
<br />long as they do not nullify or cancel the effects of this paragraph.
<br />
<br />15. Force Majeure. GSFA shall not be responsible nor deemed to be in default of any provision of the Agreement on
<br />account of delays in performance due to causes which are beyond GSFA’s or Manufacturer’s control and which make
<br />GSFA’s performance impracticable, including but not limited to wars, insurrections, strikes or labor unrest, riots,
<br />fires, storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of federal, state or local
<br />government, failure or delays in transportation, inability to obtain necessary labor, supplies or manufacturing
<br />facilities, supply chain issues, allocation regulations or orders affecting materials, equipment, facilities or completed
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